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					          2005 ANNUAL REPORT




0   MARBROOK FOUNDATION 2005 Annual Report
                     History of the Marbrook Foundation

Sheldon Brooks (1811–1883) came to Minnesota with his family in 1856 from Redfield, New York.
He settled initially near Winona and entered the grain and grain elevator business. Later, in 1873,
his three sons—Lester, Dwight and Anson—formed the Brooks Brothers partnership which soon
expanded into the retail lumber business. These early lumber ventures vertically integrated and
expanded rapidly in northern Minnesota. In 1901, the Brooks-Scanlon Lumber Company was
incorporated and built the company’s first major sawmill in Scanlon, Minnesota.

Dr. Dwight F. Brooks (1849–1930), the second of Sheldon’s sons, became the principal builder
of what became an extensive group of family-owned forest products companies in Minnesota,
Louisiana, Florida, Oregon, and British Columbia, Canada.

Dr. Brooks also had three sons—Harry, Sheldon (Sam) and Edward—and they all became active
in these family enterprises. Harry ran the Brooks-Scanlon operation in Bend, Oregon; Sam managed
the Powell River Company in British Columbia; and Edward oversaw all operations from the
companies' headquarters, which remained in Minneapolis, Minnesota.

Edward Brooks (1888–1954) was involved for his entire working life in Brooks-Scanlon and its
affiliated companies, which grew and prospered through the first half of the 1900’s. In 1920, Edward
married Markell Conley, a union which produced four children over the following decade. Markell
was a very community-minded person, and was extremely active in a volunteer capacity with many
charitable causes in the Twin Cities.

Edward and Markell Brooks established Marbrook Foundation on November 1, 1948, as a vehicle
through which to pursue their personal philanthropy. The founding Trustees were Edward Brooks,
Edwin C. Austin, and Conley Brooks (the oldest son of Edward and Markell). Marbrook’s organizing
documents provided the Trustees with broad latitude in fulfilling their grantmaking responsibilities,
specifying that the Foundation “shall be operated exclusively for religious, charitable, scientific, literary
or educational purposes within the United States.” The Trustees have interpreted these guidelines
in different ways over the years, depending on their perspective of societal and community needs.




                           1   MARBROOK FOUNDATION 2005 Annual Report
Upon Edward’s death in 1954, the duties of Executive Director of the Foundation were assumed by
Conley Brooks, who had joined Brooks-Scanlon following World War II. Under Conley’s guidance,
and with the active input of Markell, the activities of Marbrook Foundation began to expand.
Significant assets were added to the Foundation by Markell in 1968 and then again upon her death
in 1971, so that the Foundation’s ability to increase its grantmaking budget was considerably enhanced.

From Marbrook’s beginning, independent Trustees have had an important role in helping to oversee
the Foundation’s administration and grantmaking. The first independent Trustee at the Foundation’s
inception was Edwin C. Austin; he and later independent Trustees have made important contributions
to Marbrook’s progress. A record of the service of all Marbrook Trustees to date is shown below.

In 1975, Conley Brooks, Jr. joined the Board of Trustees. He became Executive Director of the
Foundation in 1983 and continues to serve in this capacity. In 1999, the Trustees of Marbrook decided
to re-position the Foundation to reflect more accurately the diversity and philanthropic interests
of the descendants of Edward and Markell Brooks, while retaining the spirit of the Foundation’s
original mission. The Board of Trustees was expanded to include only Family members representing
the three living generations of Edward and Markell’s family. Then, in 2001, the Trustees completed
a facilitated planning process to refine the Foundation’s mission and values for the new century
and to prioritize the Foundation’s areas of grantmaking focus. This process and its implementation
are ongoing, as described in the accompanying letter from the Executive Director.

Over the past several years, Marbrook Foundation has experienced substantial renewed energy derived
from the active participation of Brooks Family members. The Trustees and the Family as a whole are
intent upon maintaining the philanthropic legacy established by Edward and Markell Brooks.




                 The Mission of Marbrook Foundation
            is to promote the values of the Brooks Family
              by making grants and focusing involvement
                in designated charitable areas and causes
                        that reflect those values.




                          2   MARBROOK FOUNDATION 2005 Annual Report
                          Board of Trustees and Staff

TRUSTEES OF M ARBROOK FOUNDATION                            BOARD OF T RUSTEES
1948 TO THE PRESENT                                         Conley Brooks
Edward Brooks              1948–1954                        Conley Brooks, Jr.
Edwin C. Austin            1948–1975                        Markell Brooks
Conley Brooks            1948–Present                       Stephen B. Brooks
Markell C. Brooks          1955–1971                        Markell Kiefer
Kenneth N. Dayton          1972–1979                        Katherine M. Leighton
Robert L. Foote            1972–1980                        Julie B. Zelle
John E. Andrus III         1975–1999
Conley Brooks, Jr.       1975–Present                       Executive Director
William R. Humphrey, Jr.   1980–1999                        Conley Brooks, Jr.
Markell Brooks           1991–Present
Stephen B. Brooks        1999–Present                       Managing Director
Markell Kiefer           1999–Present                       Julia S. Hara
Julie B. Zelle           1999–Present
Katherine M. Leighton    2005–Present




                      3   MARBROOK FOUNDATION 2005 Annual Report
                         Letter from Executive Director


The year 2005 was a productive time for Marbrook Foundation. We made further progress in refining
our priorities within our six areas of giving, and we continued to work to achieve the objectives
established by the Strategic Plan implemented in 2001. In May, we formally announced our website,
www.marbrookfoundation.org. This website, now the principal source of information about
Marbrook and its activities, has allowed the public instant access to our Annual Report as well
as our areas of focus, and priorities within these areas.

In December, the Trustees elected Katherine Leighton to the Board of Marbrook Foundation.
Ms. Leighton is the first independent trustee of the Foundation since the Board of Trustees was
restructured in 1999 as part of the strategic planning process. She has had a very close relationship
with the Brooks family for the past 25 years, most recently as a trustee and advisor. She is an officer
of Brooks Associates, Inc., and a director of Sawmill Trust Company.

The following are some program highlights of the past year:

In the Environment area, which is the Marbrook Foundation’s highest priority, the Trustees renewed
their commitment to the Minnesota Center for Environmental Advocacy (MCEA) for their Range
of Natural Variability (RNV) forest management tool. In 2003, with the support of the Marbrook
Foundation, MCEA launched the RNV project. Since then MCEA has worked with RNV modelers
to develop a basic tool for analyzing forest conditions and improving forest management practices,
based on objective, scientific data. In 2006, the MCEA will use the tool to evaluate forest practices
in specific areas in Minnesota.

In the Education area, Marbrook made a number of grants to organizations that encourage low-
income youth to go to college: Admission Possible provides youth with SAT and ACT test
preparation, assistance in preparing college applications, help in obtaining financial aid, and guidance
in transition to college; the Page Education Foundation offers financial assistance for people of color
to attend college in exchange for their volunteer service; and the American Association of University
Women (AAUW) gives scholarships to underprivileged females in Minneapolis to attend college.

In 2005, we accomplished many of our objectives in the Mind and Spirit area. Our priorities
continue to be: complementary and integrative medicine, contemplative practices, and programs
offering healing and renewal opportunities to individuals. To that end, among other contributions,
we made a grant to Children’s Hospitals and Clinics for the expansion of their biofeedback program,
and we made a capital campaign pledge to The Retreat, a 30-day residential program for chemically
dependent men and women.

For the past four years, Marbrook Foundation has made very few new grants in the Social
Empowerment area, in an effort to work down to our long-term objective of dedicating 14% of our
grant allocation to this area. We are close to reaching this percentage and, as a result, expect to make
very few new grants in this area during 2006.

In 2006, Marbrook Foundation looks forward to continued refinement of our giving within our
identified focus areas, thereby helping ensure that nonprofit organizations in those areas can better serve
our community. We welcome your comments and questions and encourage you to call Julie Hara,
Managing Director, at 612-752-1783 or email her at jhara@marbrookfoundation.org.




                           4   MARBROOK FOUNDATION 2005 Annual Report
                   Summary of 2004–2005 Contributions
                       and Long-Term Objectives

                                                2004                           2005                     Long-term
                                    Actual Allocation              Actual Allocation                     objectives
Environment                                   $106,000    18%                 $141,000       23%                 25%
Education                                      $79,000    14%                 $116,000       19%                 20%
Mind and Spirit                                $95,000    16%                 $107,500       18%                 17%
The Arts                                      $163,500    28%                 $106,000       18%                 17%
Social Empowerment                             $98,500    17%                  $95,000       16%                 14%
Health                                         $26,000     5%                  $35,000        6%                  7%
Basic Human Needs                              $10,000     2%                    $5,000        1%                 0%
American Indian Family
Empowerment Program                            $96,000                         $71,500
Family Recommended Grants                     $107,000                        $108,000
TOTAL                                        $781,000    100%               $785,000      100%                100%




               Summary of 2005 Grants & Commitments


                                                                 Grant
Environment                                               Commitments
                                                             Payable at
                                                            Beginning
                                                                          Commitments
                                                                                 Made     Paid During
                                                                                                                Grant
                                                                                                         Commitments
                                                                                                            Payable at
                                                               of Year     During Year          Year      End of Year

Belwin
Afton
Works to preserve, manage and protect 1,200 acres of
undeveloped property
General operating support                                                    $5,000         $5,000
Center for Global Environmental Education
St. Paul
Works to foster environmental literacy and stewardship
Project support for Waters to the Sea: Rivers of the
Upper Mississippi                                                            $5,000         $5,000
Eco Education
St. Paul
Environmental education organization
Project support for the Model Schools
in Urban Environmental Education Initiative                                  $5,000         $5,000



                           5   MARBROOK FOUNDATION 2005 Annual Report
Environment                                                    Grant
                                                        Commitments
                                                           Payable at   Commitments
                                                                                                            Grant
                                                                                                     Commitments
                                                          Beginning            Made    Paid During      Payable at
                                                             of Year     During Year         Year     End of Year

Friends of the Boundary Waters
Minneapolis
Works to educate and inform the public of the issues
and threats affecting the Boundary Waters Canoe Area
Wilderness and the Quetico-Superior ecosystem
General operating support                                                  $5,000        $5,000
Friends of the Mississippi River
St. Paul
Works to protect and improve the Twin Cities stretch
of the Mississippi River
General operating support                                                  $5,000        $5,000
Great River Greening
St. Paul
Works to restore natural areas and open spaces
in the seven-county Twin Cities metro area
Project support for restoring oak dominated
communities in the metropolitan area                                       $3,000        $3,000
Institute for Sustainable Natural Resources
Minneapolis
Outreach arm of the College of Natural Resources
for the University of Minnesota
Toward a $10,000 pledge of project support for
Minnesota: A History of the Northern Forest                               $10,000        $5,000          $5,000
Minnesota Center for Environmental
Advocacy
St. Paul
Uses science, law and research to protect Minnesota’s
natural resources
General operating support                                                 $10,000      $10,000
Project support to help improve the sustainability
and ecological value of Minnesota’s forests               $40,000         $40,000      $60,000         $20,000
Minnesota Environmental Partnership
St. Paul
Network for Minnesota environmental and
conservation organizations
In fulfillment of a $20,000 pledge of general
operating support                                         $10,000                      $10,000




                             6   MARBROOK FOUNDATION 2005 Annual Report
Environment                                                      Grant
                                                          Commitments
                                                             Payable at   Commitments
                                                                                                               Grant
                                                                                                        Commitments
                                                            Beginning            Made     Paid During      Payable at
                                                               of Year     During Year          Year     End of Year

The Nature Conservancy of Minnesota
Minneapolis
Environmental and wildlife protection agency
Toward a $20,000 pledge of project support
for the Glacial Ridge Project                                               $20,000       $10,000         $10,000
Parks and Trails Council of Minnesota
St. Paul
Furthers the establishment, development and enhancement
of parks and trails in Minnesota
General operating support                                                    $5,000         $5,000
The Sierra Club Foundation
San Francisco, CA
Provides financial support to the Sierra Club
Project support for the North Star Chapter’s
Open Space/Smart Growth Citizen Project                                      $5,000         $5,000
Sweetwater Alliance
Duluth
Dedicated to bringing a Living Water Garden
to Duluth's Bayfront
Toward a $10,000 pledge of project support
for salary, construction and maintenance                                    $10,000         $3,000         $7,000
Thomas Irvine Dodge Nature Center
St. Paul
Nature center
General operating support                                                    $5,000         $5,000


Total Environment                                          $50,000        $133,000       $141,000        $42,000




                              7   MARBROOK FOUNDATION 2005 Annual Report
                                                                Grant
Education                                                Commitments
                                                            Payable at
                                                           Beginning
                                                                         Commitments
                                                                                Made    Paid During
                                                                                                             Grant
                                                                                                      Commitments
                                                                                                         Payable at
                                                              of Year     During Year         Year     End of Year

Achieve!Minneapolis
Minneapolis
Raises funds to support the Minneapolis public schools
General operating support                                                   $5,000        $5,000
Admission Possible
St. Paul
Helps low-income students earn admission to college
General operating support                                                   $5,000        $5,000
American Association of University
Women (AAUW) Minneapolis Branch
Scholarship Fund
Minneapolis
Provides scholarships to females
studying at 4-year colleges
Project support for scholarships                                            $5,000        $5,000
Chicanos Latinos Unidos En Servicio
(CLUES)
St. Paul
Latino human services agency
Project support for English language classes
at the Latino Learning Institute                                            $5,000        $5,000
CommonBond Communities
St. Paul
Provides affordable housing services
Project support for academic enrichment
programs for youth living in the affordable
housing communities
                                                                            $3,000        $3,000
English Learning Center
Minneapolis
Provides English and math classes to
immigrants and refugees
General operating support                                                   $2,500        $2,500
The Friends of the Minneapolis
Public Library
Minneapolis
Supports the Minneapolis Public Library
Toward a $50,000 pledge of capital support
for the new Minneapolis Central Library                                    $50,000      $10,000         $40,000




                            8   MARBROOK FOUNDATION 2005 Annual Report
Education                                                         Grant
                                                           Commitments
                                                              Payable at   Commitments
                                                                                                               Grant
                                                                                                        Commitments
                                                             Beginning            Made    Paid During      Payable at
                                                                of Year     During Year         Year     End of Year

Hmong Cultural Center
St. Paul
Promotes the personal development of Hmong children
and adults through cultural education
Project support for the Hmong Resource Center                                 $5,000        $5,000
The Institute for New Americans
Minneapolis
Operates the Lincoln Adult Education Center
and the Lincoln International High School
General operating support and project support
for the volunteer program                                                     $7,500        $7,500
KidsFirst Scholarship Fund of Minnesota
Minneapolis
Provides scholarships to help low-income children obtain
a private school education
General operating support                                                     $3,000        $3,000
Lao Family Community of Minnesota
St. Paul
Hmong human service agency
Project support for the English Education Program                             $5,000        $5,000
LearningWorks
Minneapolis
Academic enrichment program serving motivated, bright,
low-income students in the Minneapolis Public Schools
General operating support                                                     $5,000        $5,000
Minnesota Historical Society
St. Paul
History museum
General operating support                                                     $7,000        $7,000
Minnesota Humanities Commission
St. Paul
Works to sustain the humanities as a lifelong learning
resource for all Minnesotans
Project support for the Somali Bilingual Initiative                           $5,000        $5,000




                            9   MARBROOK FOUNDATION 2005 Annual Report
Education                                                            Grant
                                                              Commitments
                                                                 Payable at   Commitments
                                                                                                                   Grant
                                                                                                            Commitments
                                                                Beginning            Made     Paid During      Payable at
                                                                   of Year     During Year          Year     End of Year

Minnesota Independent School Forum
St. Paul
Consortium of 40 independent secondary schools that
keep tuitions low and raise financial aid dollars to create
scholarships for students
Project support for the Need-Based Scholarship
Program                                                                          $5,000         $5,000
Minnesota Public Radio
St. Paul
Public service radio
Toward a $100,000 pledge for the capital campaign               $45,000                       $20,000         $25,000
Page Education Foundation
Minneapolis
Offers financial assistance for people of color to attend
college in exchange for their volunteer service
General operating support                                                        $5,000         $5,000
Santa Barbara Maritime Museum
Santa Barbara, CA
Maritime museum
Support for the capital campaign                                                $10,000       $10,000
Summit Academy OIC
Minneapolis
Vocational and leadership skills training center
Project support for the
Quantum Opportunities Program                                                    $3,000         $3,000


Total Education                                                $45,000        $136,000       $116,000        $65,000




                              10   MARBROOK FOUNDATION 2005 Annual Report
                                                                    Grant
Mind and Spirit                                              Commitments
                                                                Payable at
                                                               Beginning
                                                                             Commitments
                                                                                    Made    Paid During
                                                                                                                 Grant
                                                                                                          Commitments
                                                                                                             Payable at
                                                                  of Year     During Year         Year     End of Year

Abbott Northwestern Hospital Foundation
Minneapolis
Raises funds to support Abbott Northwestern Hospital
Toward a $100,000 pledge for the Institute for
Health and Healing, which blends conventional
therapies with healing therapies
                                                               $75,000                      $35,000         $40,000
Amherst H. Wilder Foundation
St. Paul
Dedicated to serving the poor and needy in St. Paul
Project support for the James P. Shannon
Leadership Institute                                                           $10,000      $10,000
Center for Spirituality and Healing
Minneapolis

University of Minnesota program working to integrate
the role of complementary therapies and healing practices
within the Medical School, the School of Nursing,
and the School of Pharmacy
In fulfillment of a $25,000 pledge of project support
for Ways of Thinking About Health, a course
offering students the opportunity to learn through
field-trip immersion experiences
                                                                 $5,000                       $5,000
Children's Hospitals and Clinics
Minneapolis
Pediatric medical center
Project support for the biofeedback expansion                                  $12,500      $12,500
Hazelden Foundation
Center City
Helps build recovery in the lives of individuals, families
and communities affected by alcoholism, drug dependency
and related diseases
General operating support for the Dan Anderson
Renewal Center                                                                 $10,000      $10,000
Minnesota Public Radio
St. Paul
Public service radio
Project support for Speaking of Faith                                          $15,000      $15,000




                            11   MARBROOK FOUNDATION 2005 Annual Report
Mind and Spirit                                                 Grant
                                                         Commitments
                                                            Payable at   Commitments
                                                                                                              Grant
                                                                                                       Commitments
                                                           Beginning            Made     Paid During      Payable at
                                                              of Year     During Year          Year     End of Year

Pacem in Terris
St. Francis
Place where people of all religions can deepen their
relationship with God in the silence and solitude
of a hermitage
Project support for the hermitage retreats                                  $5,000         $5,000
The Retreat
Wayzata
30-day residential program for
chemically dependent adults
Toward a $25,000 pledge for the Making Room
for Recovery Capital Campaign                                              $25,000       $10,000         $15,000
United Theological Seminary
New Brighton
Theological School
General operating support                                                   $5,000         $5,000


Total Mind and Spirit                                     $80,000         $82,500       $107,500        $55,000




                             12   MARBROOK FOUNDATION 2005 Annual Report
                                                                   Grant
The Arts                                                    Commitments
                                                               Payable at
                                                              Beginning
                                                                            Commitments
                                                                                   Made    Paid During
                                                                                                                Grant
                                                                                                         Commitments
                                                                                                            Payable at
                                                                 of Year     During Year         Year     End of Year

The Children’s Theatre Company
Minneapolis
Theater for young people
Toward a $50,000 pledge for the capital campaign              $25,000                      $10,000         $15,000
Guthrie Theater
Minneapolis
Repertory theater
General operating support                                                      $7,000        $7,000
In fulfillment of a $150,000 pledge
for the capital campaign                                      $15,000                      $15,000
The Hill Museum and Manuscript Library
Collegeville
Library dedicated to preserving endangered or significant
manuscripts
Toward a $15,000 pledge of project support
for the strategic plan                                                        $15,000        $5,000        $10,000
Illusion Theater
Minneapolis
Theater focusing on new works
Project support for the Peer Education Program                                 $5,000        $5,000
In the Heart of the Beast Puppet
and Mask Theatre
Minneapolis
Community-based puppet and mask theater
Toward a $15,000 pledge for the capital campaign                              $15,000        $5,000        $10,000
The Jungle Theater
Minneapolis
Theater
General operating support                                                      $3,000        $3,000
MacPhail Center for the Arts
Minneapolis
Music School
Toward a $75,000 pledge for the Campaign
for the New MacPhail                                          $60,000                      $15,000         $45,000
The Midwest Art Conservation Center
Minneapolis
Works for the preservation and conservation
of art and artifacts
Capital support for art conservation equipment                                 $5,000        $5,000



                            13   MARBROOK FOUNDATION 2005 Annual Report
The Arts                                                         Grant
                                                          Commitments
                                                             Payable at   Commitments
                                                                                                               Grant
                                                                                                        Commitments
                                                            Beginning            Made     Paid During      Payable at
                                                               of Year     During Year          Year     End of Year

The Minneapolis Institute of Arts
Minneapolis
Art Museum
General operating support                                                    $6,000         $6,000
Toward a $50,000 pledge for the
Bring Art to Life Campaign                                  $40,000                       $10,000         $30,000
Minnesota Center for the Book Arts
Minneapolis
Provides education about reading, writing and book arts
Project support for an art education partnership
with the Youth Farm and Market Project                                       $5,000         $5,000
Minnesota Orchestral Association
Minneapolis
Symphony orchestra dedicated to enriching lives
with great music
General operating support                                                    $7,000         $7,000
Mixed Blood Theatre
Minneapolis
Theater dedicated to non-traditional artists
and audiences
General operating support                                                    $3,000         $3,000
Theatre de la Jeune Lune
Minneapolis
Theater
General operating support                                                    $5,000         $5,000


Total Arts                                                $140,000         $76,000       $106,000       $110,000




                             14   MARBROOK FOUNDATION 2005 Annual Report
                                                               Grant
Social Empowerment                                      Commitments
                                                           Payable at
                                                          Beginning
                                                                        Commitments
                                                                               Made    Paid During
                                                                                                            Grant
                                                                                                     Commitments
                                                                                                        Payable at
                                                             of Year     During Year         Year     End of Year

The American Indian Neighborhood
Development Corporation
Minneapolis
Empowers the American Indian community
through business development along
Franklin Avenue in Minneapolis
In fulfillment of a $25,000 pledge for the
25th Anniversary Capital Campaign                           $5,000                       $5,000
Family and Children’s Service
Minneapolis
Family service organization
In fulfillment of a $50,000 capital pledge
for The Campaign for Families                             $10,000                      $10,000
Greater Minneapolis Council of Churches
Minneapolis
Mobilizes congregations and volunteers to serve human
needs and seek social justice
Toward a $15,000 pledge for the Center for
Families Capital Campaign                                                 $15,000        $5,000        $10,000
Greater Twin Cities United Way
Minneapolis
Community health and human services organization
General operating support                                                 $15,000      $15,000
The Jeremiah Program
Minneapolis
Assists low-income mothers and their children
to help themselves complete their education
and achieve economic self-sufficiency
General operating support                                                  $5,000        $5,000
Pacer Center
Minneapolis
Works to enhance the quality of life for children
and young adults with disabilities
In fulfillment of a $30,000 pledge
for the capital campaign                                    $5,000                       $5,000




                            15   MARBROOK FOUNDATION 2005 Annual Report
Social Empowerment                                                  Grant
                                                             Commitments
                                                                Payable at   Commitments
                                                                                                                 Grant
                                                                                                          Commitments
                                                               Beginning            Made    Paid During      Payable at
                                                                  of Year     During Year         Year     End of Year

Project for Pride in Living, Inc.
Minneapolis
Assists low-income people to become self-sufficient
by addressing job, housing and neighborhood needs
Toward a $100,000 pledge
for the capital campaign                                       $60,000                      $20,000         $40,000
General operating support                                                       $5,000        $5,000
Project Success
Minneapolis
Uses in-school workshops to develop goal-setting skills;
provides college application assistance and college tours;
and provides tickets to students and their families
to attend live theater performances
General operating support                                                       $5,000        $5,000
Twin Cities Rise!
Minneapolis
Provides job training and education
to low-income adults
General operating support                                                       $5,000        $5,000
Urban Ventures Leadership Foundation
Minneapolis
Community development organization
In fulfillment of a $25,000 pledge of project
support for the Opportunities for Post-Secondary
Studies Program                                                  $5,000                       $5,000
Youth Farm and Market Project
Minneapolis
Works with youth to grow, harvest and sell produce
in youth-run neighborhood markets
General operating support                                                       $5,000        $5,000
Youth Frontiers
Minneapolis
Provides educational, day-long character-based retreats
Project support for the Urban Initiative
and Scholarship Program                                                         $5,000        $5,000


Total Social Empowerment                                      $85,000         $60,000       $95,000        $50,000




                             16   MARBROOK FOUNDATION 2005 Annual Report
                                                                Grant
Health                                                   Commitments
                                                            Payable at
                                                           Beginning
                                                                         Commitments
                                                                                Made    Paid During
                                                                                                             Grant
                                                                                                      Commitments
                                                                                                         Payable at
                                                              of Year     During Year         Year     End of Year

Abbott Northwestern Hospital Foundation
Minneapolis
Raises funds to support Abbott Northwestern Hospital
Toward a $100,000 pledge for the Campaign
for the Minneapolis Heart Hospital                         $35,000                      $20,000         $15,000
American Cancer Society, Midwest Division,
Inc.
Mendota Heights
Dedicated to eliminating cancer as a
major health problem
Toward a $10,000 pledge of capital support
for Hope House                                                             $10,000        $5,000          $5,000
Minneapolis Heart Institute Foundation
Minneapolis
Supports education and research to prevent
and eventually end heart disease
Toward a $10,000 pledge of project support
for the Heart Matters health education program                             $10,000        $5,000          $5,000
West Side Community Health Services
St. Paul
Provides comprehensive health care and social services
Toward a $15,000 pledge for the capital campaign           $10,000                        $5,000          $5,000


Total Health                                              $45,000         $20,000       $35,000        $30,000




                                                                Grant
Basic Human Needs                                        Commitments
                                                            Payable at
                                                           Beginning
                                                                         Commitments
                                                                                Made    Paid During
                                                                                                             Grant
                                                                                                      Commitments
                                                                                                         Payable at
                                                              of Year     During Year         Year     End of Year

St. Stephen's Human Services, Inc.
Minneapolis
Assists the extremely poor and chronically homeless
in attaining self-sufficiency
In fulfillment of a $10,000 pledge for the
capital campaign                                             $5,000                       $5,000


Total Basic Human Needs                                     $5,000               $0      $5,000                $0


                            17   MARBROOK FOUNDATION 2005 Annual Report
American Indian Family                                         Grant
Empowerment Program                                     Commitments
                                                           Payable at
                                                          Beginning
                                                                        Commitments
                                                                               Made    Paid During
                                                                                                            Grant
                                                                                                     Commitments
                                                                                                        Payable at
                                                             of Year     During Year         Year     End of Year

The Minneapolis Foundation
Minneapolis
Community foundation
Donor Advised Fund in support of the American
Indian Family Empowerment Program (AIFEP),
a program of Marbrook Foundation in collaboration
with the Grotto Foundation and the Westcliff
Foundation
                                                                          $71,500      $71,500


Total AIFEP                                                      —       $71,500       $71,500                —




                                                               Grant
Family Recommended Grants                               Commitments
                                                           Payable at
                                                          Beginning
                                                                        Commitments
                                                                               Made    Paid During
                                                                                                            Grant
                                                                                                     Commitments
                                                                                                        Payable at
                                                             of Year     During Year         Year     End of Year

Abbott Northwestern Hospital Foundation
Minneapolis
Raises, stewards and distributes funds on behalf
of Abbott Northwestern Hospital and the
community it serves
Project support for the Institute for Health
and Healing                                                                $2,000        $2,000
Amherst College
Amherst, MA
Private liberal arts college
General operating support                                                  $2,000        $2,000
Anderson School at UCLA/Harold Price
Center for Entrepreneurial Studies
Los Angeles, CA
Oversees all teaching, research, extracurricular,
and community activities related to entrepreneurship
at the John E. Anderson Graduate School
of Management at UCLA
General operating support                                                  $2,000        $2,000




                            18   MARBROOK FOUNDATION 2005 Annual Report
Family Recommended Grants                                       Grant
                                                         Commitments
                                                            Payable at   Commitments
                                                                                                             Grant
                                                                                                      Commitments
                                                           Beginning            Made    Paid During      Payable at
                                                              of Year     During Year         Year     End of Year

Animal Humane Society
Golden Valley
Dedicated to the welfare of animals
General operating support                                                   $1,500        $1,500
Ballona Wetlands Land Trust
Playa del Rey, CA
Dedicated to facilitating the public acquisition,
restoration and preservation of the 1,087 acre
Ballona wetlands ecosystem
General operating support                                                   $6,000        $6,000
Breck School
Golden Valley
Private K-12 learning institution
General operating support                                                   $6,500        $6,500
Center for Food Safety
Washington, DC
Challenges harmful food production technologies
and promotes sustainable alternatives
General operating support                                                   $2,000        $2,000
Center for Global Environmental Education
St. Paul
Works to build sustainable cultural
and ecological communities
Project support for One River Mississippi                                   $4,000        $4,000
China Center
Minneapolis
Manages the University of Minnesota's
exchanges with China
General operating support                                                   $2,000        $2,000
Connecticut College
New London, CT
Private liberal arts college
General operating support                                                   $1,500        $1,500
Family and Children’s Service
Minneapolis
Family service organization
General operating support                                                   $4,000        $4,000




                             19   MARBROOK FOUNDATION 2005 Annual Report
Family Recommended Grants                                     Grant
                                                       Commitments
                                                          Payable at   Commitments
                                                                                                           Grant
                                                                                                    Commitments
                                                         Beginning            Made    Paid During      Payable at
                                                            of Year     During Year         Year     End of Year

Guthrie Theater
Minneapolis
Repertory theater
Project support for Hamlet                                                $4,000        $4,000
Gyuto Wheel of Dharma Monastery
Columbia Heights
Tibetan Buddhist monastery
Capital support                                                           $2,000        $2,000
Harvard Business School
Boston MA
Business school
General operating support                                                 $3,500        $3,500
Just Food
New York City, NY
Works to develop a just and sustainable
food system in the New York City region
General operating support                                                 $2,000        $2,000
Lotus Outreach
Los Angeles, CA
Dedicated to improving the living, educational and
cultural conditions of underprivileged children and
their communities in India, Bhutan and Cambodia
General operating support                                                 $4,000        $4,000
Manhattan Beach Education Foundation
Manhattan Beach, CA
Raises funds to provide programs and equipment
to the Manhattan Beach public schools
General operating support                                                 $2,500        $2,500
Mayo Foundation
Rochester
Raises funds for the Mayo Clinic
General operating support                                                 $6,000        $6,000
Minneapolis Shambhala Center
Minneapolis
Part of Shambhala International, a worldwide network
of more than 160 meditation centers and study groups
General operating support                                                 $2,000        $2,000




                           20   MARBROOK FOUNDATION 2005 Annual Report
Family Recommended Grants                                           Grant
                                                             Commitments
                                                                Payable at   Commitments
                                                                                                                 Grant
                                                                                                          Commitments
                                                               Beginning            Made    Paid During      Payable at
                                                                  of Year     During Year         Year     End of Year

Minnesota Public Radio
St. Paul
Public service radio
General operating support                                                       $3,500        $3,500
The Nova Scotia Sea School
Halifax, Nova Scotia, Canada
Takes teenagers on boating expeditions
General operating support                                                       $1,500        $1,500
Project Success
Minneapolis
Uses in-school workshops to develop goal-setting skills;
provides college application assistance and college tours;
and provides tickets to students and their families
to attend live theater performances
General operating support                                                       $8,000        $8,000
Robinson School PTSA
Manhattan Beach, CA
Public elementary school
General operating support                                                       $3,500        $3,500
Shambhala International Center
Halifax, Nova Scotia, Canada
Buddhist retreat center
Project support for the Chronicle Project                                       $2,000        $2,000
Project support for the Kalapa Valley
Retreat Center                                                                  $1,500        $1,500
Shambhala Mountain Center
Red Feather Lakes, CO
Buddhist retreat center
Capital support                                                                 $4,000        $4,000
Project support for Vidyadhara's Time
Capsule Project                                                                 $7,000        $7,000
St. Anne’s-Belfield School
Charlottesville, VA
Private K-12 learning institution
General operating support                                                       $2,000        $2,000
St. Paul Academy & Summit School
St. Paul
Private K-12 learning institution
General operating support                                                       $2,000        $2,000



                             21   MARBROOK FOUNDATION 2005 Annual Report
Family Recommended Grants                                        Grant
                                                          Commitments
                                                             Payable at   Commitments
                                                                                                               Grant
                                                                                                        Commitments
                                                            Beginning            Made     Paid During      Payable at
                                                               of Year     During Year          Year     End of Year

Sweetwater Alliance
Duluth
Dedicated to bringing a living water garden
to Duluth’s Bayfront
General operating support                                                    $2,000         $2,000
University of Minnesota Foundation
Minneapolis
Raises funds for the University of Minnesota
Project support for the Minnesota Equine Center                              $1,500         $1,500
Village School
Pacific Palisades, CA
Private K-6 learning institution
General operating support                                                    $8,000         $8,000
Yale University
New Haven, CT
Private liberal arts college
General operating support                                                    $2,000         $2,000


Total Family Recommended Grants                                    —      $108,000       $108,000                —


Grand Totals                                              $450,000        $687,000       $785,000       $352,000




                            22     MARBROOK FOUNDATION 2005 Annual Report
                     Financial Statements of Assets and
                  Principal Arising from Cash Transactions
                                           DECEMBER 31, 2005 AND 2004



                                                    Market                          Cost
                                                     2005            2004           2005           2004
Assets
Investments
  Stocks                                          $8,615,661    $8,827,368     $7,075,323     $7,365,611
  U.S. government                                 $1,617,638    $1,401,082     $1,584,570     $1,295,320
  and agency obligations
  Corporate obligations                             $654,573      $746,474       $508,231       $705,024
  Investment in limited partnerships              $5,310,096    $5,301,724     $4,755,501     $4,633,000
  Cash and cash equivalents                        $123,513      $363,714       $123,513        $363,714
         Total Investments                       $16,321,481   $16,640,362    $14,047,138    $14,362,669

Principal arising from cash transactions                                     $14,047,138    $14,362,669




                            23   MARBROOK FOUNDATION 2005 Annual Report
               Financial Statements of Cash Receipts
            and Disbursements and Changes in Principal
                             YEARS ENDED DECEMBER 31, 2005 AND 2004



                                                                            2005           2004
Receipts
  Dividends                                                              $62,144        $83,888
  Interest                                                              $285,405       $213,108
  Net gain on sales of investments                                      $307,065       $893,443
         Total receipts                                                 $654,614      $1,190,439

Disbursements
  Excise tax on net investment income                                    $22,897           $884
  General and administrative expenses                                   $101,180        $93,759
  Investment management and custodial fees                               $65,068        $79,176
  Charitable contributions                                              $781,000       $785,000
        Total disbursements                                             $970,145       $958,819
        Net increase (decrease) in principal for the year              ($315,531)      $231,620

Principal at beginning of year                                        $14,362,669    $14,131,049

Principal at end of year                                          $14,047,138       $14,362,669




                        24   MARBROOK FOUNDATION 2005 Annual Report
                           Notes to Financial Statements
                                      DECEMBER 31, 2005 AND 2004



Note 1. Significant Accounting Policies
Nature of Business
Marbrook Foundation (the Foundation) was formed under an agreement dated November 1, 1948
to be operated exclusively for religious, charitable, scientific, literary, or educational purposes within
the United States.

Basis of Statement Presentation
The Foundation has adopted the modified cash basis of accounting and, accordingly, investments are
recorded at cost in the accompanying financial statements, and the financial statements do not reflect
such items as unrealized appreciation or depreciation on investments, accruals for interest and dividends
receivable, accruals for federal excise taxes, or amortization of bond discounts and premiums.

Cash Equivalents
Cash equivalents include short-term highly liquid investments with original maturities of three months
or less. The short-term highly liquid investments are carried at cost, which approximates market.

Carrying Value of Investments
Investments are recorded at cost at the trade date, adjusted for subsequent repayments of principal
as applicable. Gains and losses on the sales of investments are computed on a specific identification
basis. Market values for common stocks and fixed income securities disclosed in the accompanying
financial statements are based upon published quotations. Limited partnership investments are valued
at fair value in such manner as the Foundation’s management determines at its discretion. Such good
faith valuations are generally based on the Foundation’s capital balance as reported by the investment
partnership, subject to the Foundation’s review and approval.

Charitable Contributions
It is the Foundation’s policy to comply with federal income tax regulations governing the minimum
amount of charitable contributions to be distributed.



Note 2. Corporate Obligations
The corporate obligations are intended to be held to maturity dated January 9, 2008 (unless that date
is extended due to market disruption) and linked to the performance of the Nikkei 225® Index,
subject to a 75.5% appreciation cap on the positive performance of the index. No matter how the
index performs, the Foundation will, when the notes mature, receive at least 100% of the face amount
of the notes with 95% guaranteed by the corporation and the other 5% guaranteed by the investment
company. The Foundation will not receive any interest or other payment with respect to the notes
prior to the maturity date.




                           25   MARBROOK FOUNDATION 2005 Annual Report
Note 3. Excise Tax
The Foundation is classified as a private foundation, as defined in Section 509(a) of the Internal
Revenue Code and is subject to an excise tax on net investment income. The effective excise
tax rate was 1% for the years ended December 31, 2005 and 2004.

Excise tax on net investment income includes $22,897 paid by the Foundation in 2005 relating
to the 2005 excise tax balance and $884 paid by the Foundation in 2004 relating to the first quarter
of 2004.



Note 4. Commitments
At December 31, 2005, the Foundation has unpaid pledges for charitable contributions aggregating
$352,000, payable over the next four years. The payments are expected as follows:



                            Years Ending December 31,               Amount
                            2006                                    $72,000
                            2007                                   $150,000
                            2008                                    $45,000
                            2009                                    $85,000
                                                                   $352,000




In addition, the Foundation has commitments to fund limited partnership investments totaling
$110,000, payable as called.



Note 5. Related-Party Transactions
Certain administrative expenses are allocated to the Foundation by Brooks Associates, Inc., an affiliated
entity. The Foundation paid approximately $32,302 and $31,536 in related-party administrative costs
and grant fees in 2005 and 2004, respectively.




                          26   MARBROOK FOUNDATION 2005 Annual Report
                          Independent Auditor’s Report

THE BOARD OF T RUSTEES
MARBROOK FOUNDATION
MINNEAPOLIS, M INNESOTA

We have audited the accompanying statements of assets and principal arising from cash transactions
of Marbrook Foundation (the Foundation) as of December 31, 2005 and 2004, and the related
statements of cash receipts and disbursements and changes in principal for the year then ended.
These financial statements are the responsibility of the Foundation’s management. Our responsibility
is to express an opinion on these financial statements based on our audits.

We conducted our audit in accordance with auditing standards generally accepted in the United States
of America. Those standards require that we plan and perform the audit to obtain reasonable assurance
about whether the financial statements are free of material misstatement. An audit includes
consideration of internal control over financial reporting as a basis for designing audit procedures
that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the
effectiveness of the Foundation’s internal control over financial reporting. Accordingly, we do not
express such an opinion. An audit also includes examining, on a test basis, evidence supporting the
amounts and disclosures in the financial statements, assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall financial statement
presentation. We believe that our audit provides a reasonable basis for our opinion.

As described in Note 1, these financial statements were prepared on the modified cash basis
of accounting, which is a comprehensive basis of accounting other than accounting principles
generally accepted in the United States of America.

In our opinion, the financial statements referred to above present fairly, in all material respects,
the assets and principal arising from cash transactions of Marbrook Foundation as of December 31,
2005 and 2004, and its cash receipts and disbursements and changes in principal for the years then
ended on the basis of accounting described in Note 1.




Minneapolis, Minnesota
February 9, 2006




                          27   MARBROOK FOUNDATION 2005 Annual Report
                                  Application Procedures

Marbrook Foundation makes grants to tax-exempt organizations in six areas of focus: Environment,
Education, Mind and Spirit, The Arts, Social Empowerment, and Health. The Foundation has no
formal application form. Proposals are usually submitted as letters with attachments. The Minnesota
Common Grant Application will be accepted provided that all of the following information
is included.

Applicants should submit one copy of a proposal including the following:
• Description of the organization requesting support
• Description of the objectives for which the grant is sought
• Specific details on how the objectives are to be attained
• Budget
• List of major contributors and amounts received,
  committed or pending
• Proposed method of evaluation to determine the eventual extent
  to which the proposed objectives are to be met
• Board of Directors List
• 501(c)(3) Ruling Letter
• Most recent Annual Report


Trustee meetings to consider grant proposals are generally held in June/July and
November/December. Specific dates for the Trustee meetings are usually determined
approximately five months ahead of time.

Applications should be sent to:
Conley Brooks, Jr., Executive Director
or
Julie S. Hara, Managing Director
Marbrook Foundation
1450 U.S. Trust Building
730 Second Avenue South
Minneapolis, Minnesota 55402

Preliminary inquiries may be made by calling 612-752-1783 or emailing the Foundation
at jhara@marbrookfoundation.org.




                            28   MARBROOK FOUNDATION 2005 Annual Report
Restrictions
Marbrook Foundation only makes grants to nonprofit organizations that are tax-exempt under Internal
Revenue Code 501(c)(3). The Foundation generally limits its grants to established organizations located
in the Twin Cities metropolitan area. The Foundation typically does not fund:
• start-up organizations
• programs for the elderly
• domestic abuse programs
• disease-related organizations
• conferences and events
• programs serving the physically or mentally disabled
• individuals or organizations which attempt to influence
  legislation or to intervene in any political campaign.




                           29   MARBROOK FOUNDATION 2005 Annual Report

				
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